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A share purchase agreement (SPA) is an agreement between a buyer and seller(s) of a target company, setting out the terms and conditions relating to the sale and the purchase of a specific number of shares in the target company.
A stock purchase agreement is a contract signed by two parties when they buy or sell stock in a corporation in the US. Small firms that sell stock frequently use these agreements. Stock can be sold to buyers by either the corporation or its shareholders.
This might include provisions for price and payment, conditions precedent to sale, completion arrangements, warranties, restraints and miscellaneous provisions (such as indemnity clauses, tax provisions or confidentiality agreements).
Common due diligence issues unique to stock purchases include the seller's title to the target company's stock, terms of key contracts, identifying the target company's liabilities, and the nature and condition of the target company's assets.
A stock purchase agreement typically includes the following information: Your business name. The name and mailing address of the entity buying shares in your company's stocks. The par value (essentially the sale price) of the stocks being sold. The number of stocks the buyer is purchasing.
Stock purchase agreements (SPAs) are legally binding contracts between shareholders and companies. Also known as share purchase agreements, these contracts establish all of the terms and conditions related to the sale of a company's stocks.
The buyer agrees to pay to the seller the purchase price for the acquisition of the sale shares (consideration) in return for which the seller transfers title in the sale shares to the buyer (by executing a stock transfer form).
This means that the Seller is entitled to the cash on the balance sheet on the closing date of the transaction, and that the Seller is responsible for debts owed by the company (defined as Indebtedness).